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AvenEx Energy Corp > Elbow River Funds, Severance,......etc. Avenex REP
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Post by deisman on Jan 26, 2013 2:54am

Elbow River Funds, Severance,......etc. Avenex REP

My Email's to AvenexAvenex's Reply My comments from JIC

********************************************************************************************************

Jan 22 (3 days ago)
Reply
to info

Prior to deciding to vote either for or against the merger I have a number of questions.

1./ Is the Elbow River sale a done deal regardless of the merger?

2./ On the assumption that the merger goes through, what will the cost be for severance type charges/costs?

3./ If the merger is not successful, what steps will management take to replace the Elbow River Income and protect growth/dividends?

Thank you in advance for your response.

gdundas@avenexenergy.comvia srs.bis6.us.blackberry.com
Jan 22 (3 days ago)
Reply
to me

Thanks for the email. The Elbow River is scheduled for closing February 15th prior to the planned close of the 3 way merger.
Senior management not continuing with the new entity will get severance per the Information Circular filed on Sedar. With 3 entities combining there will be significant G&A savings spread throughout the 3 workforces. Final decisions on who stays have not been made but the Charger Management team (ex Provident team) will make up most of senior management.
If the deal was voted down we would have to move to redeploy the excess cash and some bank debt on an oil + gas acquisition of some sort to try to replace the cashflow.
Regards

Jan 22 (3 days ago)
Reply
to gdundas

Thank you Mr. Dundas for your reply .

I understand that severance decisions have not been disclosed yet but according to clauses 4.1.mmm, 4.2.lll,and 4.3.kkk estimates were given. Are these estimates (or at least totals) available to shareholders?

Regards

As I didn't get a response I looked in the info circular and this was the only reference I could find. I assume a big chunk of the ER sale funds are going towards severence but I stand to be corrected. The following is from that circular.

The net debt of Spyglass after giving effect to the Arrangement, based on
December 20, 2012 estimates, will be approximately $280 million. The pro forma net debt calculation incorporates estimated cash proceeds from the Elbow River Transaction of $80 million and estimated transaction costs of the Arrangement of $25.2 million (which includes executive severance and termination payments - see "Interests of Certain Persons or Companies in the Matters to be Acted Upon" in this Information Circular) and excludes risk management assets and liabilities as of the Effective Date.

Link to JIC https://www.avenexenergy.com/pdf/pressRelease/2013/Joint%20InformationCircular.pdf

Comment by TimeBuilder on Jan 26, 2013 10:42am
deisman....THANK YOU ...for taking the TIME to post your info.. Regards, TimeBuilder
Comment by Joe454 on Jan 26, 2013 10:46am
This post has been removed in accordance with Community Policy
Comment by deisman on Jan 27, 2013 4:03pm
UPDATE: The circular does have a good deal of information but is not complete.  I've emailed AvenEx again requesting the value of "in the money" options/RSU's so I can calculate the total severance package.  I'll post the numbers if/when I receive them.  It looks to be $8M plus Avenex Options/RSU's (which is less than I expected).   Buchanan ...more  
Comment by Kherson on Jan 27, 2013 10:24pm
 Very interesting post Deisman. I too found it hard to find the financials on Elbow River, so I do know where you are coming from. Please keep digging...  Why would you dump your Avenex shares? If the merger does go through and we do get the 3 cent dividend and it is actually sustainable, we should be alright, shouldn't we? Kherson
Comment by Capharnaum on Jan 28, 2013 12:37am
The truth about the deal is that both Charger and Pace's properties are better than Avenex property by itself. Hence why the other companies come in with a debt and Avenex doesn't. Unfortunately the real winner is the party that grabbed Elbow River. I believe that just Elbow River was worth around $2.50 for Avenex shareholders. Anyway, looking forward, I believe that it's better to ...more  
Comment by deisman on Jan 28, 2013 2:45am
Good comments and points Kherson.  The reason I sold my PCE shares and not my AVF shares (yet) is two fold.  1./ Because I like to take profit when I can.   I was up a bit with PCE and way down on AVF. 2./ The more I research the 3 companies/mgmt. the more I've come to believe that AvenEx is bringing the least to the table in production, properties and management terms ...more  
Comment by Joe454 on Jan 28, 2013 9:50am
This post has been removed in accordance with Community Policy
Comment by hawkowl1 on Jan 28, 2013 10:22am
I would be shocked to see this merger fail. Despite all the critics on this thread it is in the best LONG TERM interest of Avenex shareholders to go along. Only need 66% approval from each company involved with this deal. Too many small junior's in Canada. This is  a trend. Bigger is better. "Each party has agreed to pay a non-completion fee of approximately 2.5 per cent of its ...more  
Comment by JReynolds on Jan 28, 2013 10:46am
I'm getting more courage seeing the responses here. People are 'waking-up' to the idea that there is no other way but to support the fact that size counts, and bigger is better. And one more thing - don't let that ER sale cloud your thinking. It's done deal, open up your mind to do the right thing here.
Comment by pennydredful on Jan 28, 2013 12:36pm
Estimated   transactions  costs   $25.2  million.  CAN YOU  SPELL   RAPE ?  .   This   is   more   than   11%  of  the total   capitalization  of   the  proposed   new  company  . 
Comment by Joe454 on Jan 28, 2013 1:41pm
This post has been removed in accordance with Community Policy
Comment by pennydredful on Jan 28, 2013 2:24pm
This   is   why   they  sold  Elbow   River   to  get  the  cash  to  pay  this  25.2   million  .  Can  you  imagine   them   going  to  the  bank   to    borrow   25.2  million   to  ...more  
Comment by Joe454 on Jan 28, 2013 2:42pm
This post has been removed in accordance with Community Policy
Comment by Kherson on Jan 28, 2013 5:54pm
 The 25 million for the merger costs does sound extremely high. But at least we will have gotten rid of our crooked management team. Trust me when I say that I am mad, but what choice do we really have, none... Kherson
Comment by deisman on Jan 31, 2013 2:28am
Speaking of RAPE! 1./ Check out "Prior Sales) page I 5, J5 & K5 of the circular. CHX =0 PCE=0 AVF = ouch! 2./ Have a look at the June 1,2012 Management Information Circular on SEDAR for Avenex. Since we don't have the 2012 numbers . We've been getting raped for a while. https://www.sedar.com/FindCompanyDocuments.do Strange thatI I/we weren't somehow told ...more  
Comment by Art365 on Jan 31, 2013 7:01am
The only thing I see is that Avenex management exercised their options and bought shares of Avenex with their own money at a price greater than today.    
Comment by deisman on Jan 31, 2013 11:10am
Crossreff that list (issuance) with insider reports and you,ll see it wasn,t their money but our,s.  This list appears to be options, rights and. Warrants issued by the company in the 12months period.   
Comment by Joe454 on Jan 31, 2013 11:17am
This post has been removed in accordance with Community Policy
Comment by deisman on Jan 31, 2013 11:48am
Or.... "In the Money" Options/RSU's which they will be paid out for if the merger goes through.  Page 102,105 & 106 of the circular.  Both CHX & PCE stated as "Cash Payment" dollar amouns but AVF chose to show it as "Shares"  hiding the dollar amount.
Comment by Joe454 on Jan 31, 2013 12:48pm
This post has been removed in accordance with Community Policy
Comment by deisman on Jan 31, 2013 1:04pm
Wrong!  They are different...... IMHO they are trying to bury important facts that the other two companies are disclosing.  It would be nice to compare apples to apples and oranges to oranges. But we all have a right to our own opinions & I respect yours.  
Comment by rad10 on Jan 31, 2013 1:09pm
Joe -  my investment in this company has dropped 19% in value since this series of announcements.  Shareholder approval may prove to be an obstacle.  Sorry to disappoint.  Fluffers from Stockhouse were all over the Spartan / Pinecrest deal.   That deal was also "a certainty" - until it wasn't. A few years ago I would have agreed with you - ...more  
Comment by Joe454 on Jan 31, 2013 2:05pm
This post has been removed in accordance with Community Policy
Comment by dvdfreak on Jan 31, 2013 2:27pm
Please read this interview with CEO of Charger Energy Tom Buchanan in the Calgary Herald:https://www.calgaryherald.com/business/Proxy+fight+launched+Pace+Charger+AvenEx+deal/7894709/story.html
Comment by bakken13 on Jan 31, 2013 2:50pm
Yeah, listen to FireFish and buy garbage like PSN. He lost a fortune on that one. And he seems to be stalking Joe on stockhouse.
Comment by Firesole3 on Jan 31, 2013 3:11pm
Flloydbakken lost the fortune in PSN. He just lies about it>
Comment by Firesole3 on Jan 31, 2013 3:29pm
Bakken, if some good news came out of PSN TONIGHT, and it went up two bucks Friday. You would be plastering Stockhouse with messages of how you owned 25,000 shares>
Comment by Joe454 on Jan 31, 2013 4:19pm
This post has been removed in accordance with Community Policy
Comment by Firesole3 on Jan 31, 2013 4:20pm
Bakken is that sick that he should go to the ward?
Comment by Art365 on Jan 31, 2013 11:16pm
You are right. For Pace, the "Cash Payment with respect to Employment Agreements" totals 4.2m$ while the amount for the "in-the money" options totals 1.3m$. For Avenex, it's 2.4m$ for the agreements, and an undisclosed amount (my estimate 2.1m$) for the options. (For Charger, the amounts are negligible.) So that makes around 10m$ of the 25m$ for management compensation ...more  
Comment by Firesole3 on Feb 01, 2013 7:22am
Stalking Pumpin' Joe454?????!!!!!.......GIVE me a break. He posts his garbage on PSN way more often than here. Some of his own medicine will help him.   AVF, Just One of his and Bakkens many loser picks.
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